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               U.S. Securities and Exchange Commission
                       Washington, D.C. 20549


                          Form 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

          For The Fiscal Quarter Ended March 31, 2004
                                 Or

[   ] TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

       For the transition period from __________ to ___________


                      Commission file number:  0-28811


                        VOTE POWER CORPORATION
   (Exact Name of Small Business Issuer as specified in its charter)


            FLORIDA                                    59-1413673
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)


  10 S.E. Central Parkway, Ste. 225
           Stuart, Florida                           34994
 (Address of principal executive offices)         (Zip Code)

                           (772) 283 -4490
                      Issuer's telephone Number

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes [X]   No [ ]

Number of shares outstanding of each of the issuer's classes of
common equity:

As of March 31, 2004, the Company had a total of 7,432,800 shares
of Class B Common Stock, par value $.01 per share (the
"Common Stock"), outstanding and had no shares of Class A Common
Stock outstanding.

Transitional Small Business Disclosure Format:  Yes [ ]   No [X]


                INDEX


PART I

Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations
Item 10. Legal Proceedings

PART II

Item 2. Changes in Securities
Item 6. Exhibits and Reports

SIGNATURES


PART I

ITEM 1.  FINANCIAL STATUS REPORT

In view of the fact that after reviewing what information
Holyfield Associates has with Ludlum Construction, we came
to the conclusion that there was no adequate way of providing
financial information in the proper form as normally prepared
for the annual reports.

However, after September of 2001 all the equipment had been
repossessed by the creditors.  We referred to March 31, 2000
financials where they show a total of $2,603,000.10 in
liabilities.  These have all subsequently been resolved by
either settlement, such as with the Nelson Bunker Hunt Trust
Estate and Edward L. Stephenson vs. Ludlum Construction Co.,
Inc. filed in April 2000 for a total of $450,000, with $8,000
per year to be paid with no interest by the company.

After a reduction of the total amount due from $450,000 to
$350,000, the attorney for the Hunt brothers and Stephenson
agreed to a 20% settlement of the $350,000 claim, or a total
of $70,000.  This was paid by two payments; 1) the earnest
money of $35,000, 2) the balance as soon as the completion of
taking over the company with the new management.  A total of
$126,000 has been paid to various recorded creditors with
judgment with another $70,000 due.

The only unsecured creditor that was unpaid after the statute
of limitations had run out, was the transfer agent, Atlantic
Transfer, Inc. for a total of sum $2,848, which included the
purchase of all the records and the penalty for canceling the
contract prior to its expiration date.

The total of all unsecured creditors was $388,913.06.  These
were paid down by June of 2001, but the balance of approximately
$302,471.97 were written off and credited as a loss by the
creditors.

Therefore, there was no activity or income to the company from
the beginning of October 2001 until the current date of December
15, 2003.  In November of 2003, there was a meeting with Mr.
Conway, Mr. Schwarz and Mr. Wilkenson, where it was decided
that Mr. Wilkenson would pursue the possibility of seeing whether
or not the corporate status as a public corporation could be
maintained and a new business established with new officers and
directors that would give the existing shareholders an
opportunity to get some of their money back.

The conclusion came in the ensuing months, but the activity in
the last quarter of 2003 was that Wilkenson was appointed as the
Trust Officer of the corporation and the Sole Director of the
company, and he has proceeded from that point.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION

INTRODUCTION STATEMENT

The Private Securities Litigation Reform Act provides a
"safe harbor" for forward-looking statements. Certain statements
included in this form 10-QSB are forward-looking statements and
are based on the Company's current expectations and are subject to
a number of risks and uncertainties that could cause actual results
to differ significantly from results expressed or implied in any
forward-looking statement made by or on behalf of the Company. The
Company assumes no obligation to update any forward-looking
statements contained herein or made from time to time by or on
behalf of the Company.

RESULTS OF OPERATIONS

Ludlum Construction Co., Inc., a Florida corporation (the
"Company"), was founded and incorporated in 1976 by Noah Ludlum.
The Company was a dredging and land excavating contractor that
provided dredging services for navigable waterways, lake
construction and marinas. It also provided excavation and
development relating to construction of golf courses and
land subdivisions. It was based in California.

In April 1998, the Company implemented its expansion plan
that included restructuring of its management. Noah Ludlum
resigned as president, turning management over to James
Schwarz, who was employed by the Company since its inception.

In March, 1998, the Company conducted a private offering under
Rule 504 Of Regulation D of the Securities Exchange Act of 1934.
On September 18, 1998 the National Association of Securities
Dealers (NASD) approved the Company for listing on the OTC
Bulletin Board with the symbol LDLMB.

In fiscal year 2000, the Company experienced cost overruns on two
jobs.  Excessive costs, difficulty in dredging at the St. Lucie
County Landfill, and significant underbidding of the job caused a
loss of approximately $240,000 to be recorded on the St. Lucie
County Landfill job. The St. Lucie County Landfill job was finished
in September 1999 with an additional loss of approximately $240,000.
Ambiguities and disputes in the Andros Isle contract as to the
amount of
fill removed caused the Company to write off $150,000.00 from that
project. Working with their accountants, the new management has
refined the bidding process to get a true cost-of-job estimate.

Because it was not awarded several key contracts on which it had
bid, the Issuer was unable to continue funding its day-to-day
operations and its debt service requirements. On September 11,
2001, the Issuer was forced to cease its operations because a
group of secured creditors filed suit to repossess the heavy
equipment on which it had a lien. The Issuer's management tried
unsuccessfully to arrange bank financing in the amount of
$1,200,000 to refinance the company. It's few remaining
accounts receivable became uncollectable and were written off.
Negotiations with the Issuer's lenders continued in an attempt
to reach an agreement, but to no avail.

From September 2001 to the end of the first quarter of 2003, the
Issuer was a dormant company with no operations, no income and no
expenses. It did however maintain its Pink Sheet listing. In
September 2003, a consultant to VotePower Corp. contacted the
Issuer and exploratory talks commenced towards creating a
business relationship between the two entities. Initial
discussions became negotiations that progressed in a positive
manner. In order to facilitate the creation of the business
relationship, a special meeting of the Issuer's Board of
Directors, chaired by James K. Schwarz, the Issuer's Chairman
and Chief Executive Officer, was convened on November 22, 2003.
A general meeting of the Issuer's shareholders followed the
meeting. By a majority vote in favor, the Issuer's shareholders
authorized a 2 for 1 stock split of its B common stock, an
increase in the number of common B stock authorized from
10,000,000 to 250,000,000 shares and the appointment of
Floyd D. Wilkenson as the Issuer's Sole Director and Trustee.
All prior members of management and the board of directors
submitted resignations that were accepted by Mr. Wilkenson.

The Issuer filed documents with the Secretary of State of
Florida on December 1, 2003, increasing the authorized capital
stock to 250,000,000 shares. The Issuer once again commenced
operating as an operating company on December 2, 2003. The 2 for
1 stock split became effective on December 12, 2003. The
Depositary Trust Company was notified of the 2 for 1 stock
split on December 16, 2003.

On December 23, 2003, a Letter of Intent was signed indicating
the desire of both the Sellers and Vote Power Corp. to consummate
an Asset Purchase and New Management Agreement. The assets to be
purchased are the hardware and software programs that constitute
the electronic voting system described below. Consideration for
this purchase would be the issuance of 30,000,000 shares of
Issuer's B common stock. This common stock would be restricted
investment stock as defined in Rule 144 of the Securities &
Exchange Commission. The Issuer's Sole Director and Trustee, Mr.
Floyd D. Wilkenson, would resign from his position and be replaced
by new executives, Mr. Robert Martyn, President/Director, Mr. Inti
Shaikh, Secretary/Director, and Ms. Linda Ristow, Director.

On March 20, 2004, documents were filed with the Secretary of State
of Florida that changed the name of the Issuer to Vote Power
Corporation.

ITEM 6 EXHIBITS AND REPORTS

On March 5 2004, the Issuer filed a Form 8-K Current Report. The
contents of this Report are hereby inserted.

"The last presidential election demonstrated the need to reform
the election process. This resulted  in a speedy approval of an
Election Reform Bill (HAVA- - Help America Vote Act) by the
Senate. The bill provides $3.8 billion in federal money for
the States to upgrade their election support system.  The bill
also bans the use of punch Card voting solutions in the next
election.

This funding has generated immense amount of interest for
companies to develop the solution and potentially take a share
of this huge market.  Massachusetts Institute of Technology (MIT)
and California Institute of Technology (CALTECH) have conducted a
detailed study and published a report, which details the
requirements of the ideal voting software solution. Although
several of the software vendors are certified by the National
Association of State Election Directors (NASED), none of the
newly developed solutions are in full compliance of the
requirements set forth by the MIT and CALTECH reports.

To fill this void and provide an alternative voting software,
we have acquired and plan to launch a portfolio of electronic
voting products this year.

The Issuer has agreed to purchase the Vote Power Voting and
Registration System from Vote Power Corporation through an
Asset Purchase and New Management Agreement.  The
Company plans to acquire the following assets including the
name Vote Power
Corporation:

o       Voter Registration (PowerReg) A massive relational
database that holds identification of each voter

o       ABS (Absentee Ballot Solution) (PowerScan) Helps a voter
to vote remotely or as an absentee voter

o       DRE (Direct Recording Equipment Solution) (PowerVote) The
equipment used to cast the ballots at various polling sites.
The equipment will also be ADA (American Disabilities Act) compliant.

o       EMS (Election Management System) (PowerManage) Software
package that is created to manage electronic voting

o       Election Deployment (PowerCenter) Managing the Election
Day by the minute; a proactive tool for trouble free Election Day

o       Election Reporting (PowerReport) A tool for collecting
and reporting the results to the public/network (provisional and
final tally). This includes all rights of ownership in and to the
Vote Power System Intellectual Property on a worldwide basis,
including, but not limited to, all license rights therein, and
all source or object code relating thereto;

The Company has agreed to issue the shareholders of Vote Power
Corporation an aggregate amount of 30,000,000 shares in exchange
and consideration for the assets listed.

ITEM 10. LEGAL PROCEEDINGS

     None.

                             PART II

ITEM 2.  CHANGES IN SECURITIES

During the first fiscal quarter of 2004, no new shares of
common stock were issued.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits.

                  1.       Form 8-K, date of Report: June 22, 2004

         (b)      Reports on Form 8-K.

                  1.       Included in PART I ITEM 6 above.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

                     VOTE POWER CORPORATION.
                     a Florida corporation

                     By /s/   FLOYD D. WILKENSON
                     ----------------------------
		                 Floyd D. Wilkenson
		                 Authorized Agent/Sole Director
			               Appointed by Board of Directors on
                     March 19, 2004

Dated:  December 22, 2004